Notice of Annual Shareholders Meeting and Proxy Form
METRO PERFORMANCE GLASS
NZX.MPG, ASX.MPP 12 July 2022
2022 Notice of Annual Meeting and Proxy Form
Metro Performance Glass Limited has provided a copy of its 2022 Notice of Annual Shareholders’
Meeting which will be held at Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue,
Auckland on Tuesday 9 August 2022 commencing at 10:00am (NZST).
The attached Notice of Meeting and Proxy Form are being mailed to shareholders today. An electronic
copy of these documents will also be available on the company’s website:
http://www.metroglass.co.nz/investor-centre/market-announcements/
For further information please contact:
Tracy Taylor
Company Secretary
(+64) 027 298 2606
tracy.taylor@metroglass.co.nz
Authorised for release Metro Performance Glass Board
---
BUSINESS AND AGENDA OF THE MEETING
A. CHAIR’S WELCOME AND STRATEGIC OVERVIEW
B. CHIEF EXECUTIVE OFFICER’S REPORT ON FINANCIAL AND BUSINESS PERFORMANCE
C. SHAREHOLDER DISCUSSION
Consideration of any questions submitted prior to the Meeting (to the extent these questions have not
been covered in the Chair or Chief Executive Officer’s addresses) or raised at the Meeting.
D. RESOLUTIONS
The business of the meeting is to consider and, if thought appropriate, pass the following ordinary
resolutions (which require a simple majority of the votes of those shareholders entitled to vote and voting):
1. That the Board be authorised to fix the fees and expenses of PwC as Auditor for the ensuing year.
2. That Jenn Bestwick be elected as a Director of the Company.
3. That Julia Mayne be elected as a Director of the Company.
Further information relating to these resolutions is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider the resolutions together with the notes.
On behalf of the Board
TRACY TAYLOR
COMPANY SECRETARY
12 JULY 2022
DEAR SHAREHOLDER
We invite you to join us for the Annual Meeting of Shareholders (the Meeting) of Metro Performance Glass
Limited
1
(the Company), to be held at:
LOCATION:
Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Remuera, Auckland
DATE AND TIME:
Tuesday 9 August 2022 at 10:00am (NZST)
1 Metro Performance Glass Limited ARBN 600 486 646 and NZCN 5267882, a company incorporated in New Zealand under the Companies Act 1993 (NZ).
NOTICE OF 2022
ANNUAL MEETING
This year Metro Performance Glass is holding a hybrid meeting to ensure that the meeting is accessible and
that shareholders who are not able to attend in person can still participate.
Online attendance to the meeting is through www.virtualmeeting.co.nz/mpg22. To participate online you will need
your shareholder number for verification purposes – your shareholder number can be found on your Voting form.
ASCOT
STAND
STABLES
EVENT CENTRE
GUEST PARKING
PEDESTRIAN
UNDERPASS
MITCHELSON ST
ADMIN
OFFICE
GATE 7
(CLOSED)
GATE 6
(MAIN
ENTRANCE)
GATE 3
FINISH
LINE
CHAMPAGNE LAWN
BIRDCAGE
NEWMARKET LAWN
RACE TRACK
GATE 5
(PEDESTRIAN
ONLY)
ELLERSLIE
STAND
PARADE
RING
LOCATION AND PARKING
The Meeting will be held in the Pakuranga Hunt Room at Ellerslie Events Centre, 80 Ascot Avenue,
Auckland. The Pakuranga Hunt Room is located on level two of the Ellerslie Stand. Public parking is
available free of charge at the location shown in yellow on the map below.
RESOLUTIONS
Resolutions 1, 2 and 3 are to be considered as separate ordinary
resolutions. To be passed, those resolutions require the approval of
a simple majority of the votes of those shareholders entitled to
vote and voting.
RESOLUTION 1: AUDITOR FEES AND EXPENSES
PwC are currently the Company’s auditors and will be automatically
reappointed under the Companies Act 1993. Under the Companies
Act, auditor fees and expenses must be fixed in the manner
determined at the Meeting. Shareholder approval is therefore
sought to authorise the Board to fix the fees and expenses of PwC
as auditor.
RESOLUTIONS 2 AND 3: ELECTION OF DIRECTORS
Pursuant to NZX Listing Rule 2.7.1, a Director must not hold office
without re-election past the third annual meeting following the
Director’s appointment, or three years, whichever is longer.
Jenn Bestwick and Julia Mayne were each appointed by the board
subsequent to the Company’s 2021 Annual Shareholders’ Meeting,
and accordingly see to be elected at this meeting.
In the Board’s opinion, both Jenn Bestwick and Julia Mayne are
Independent Directors of the Company as defined in the NZX
Listing Rules. The Board unanimously supports the election of
both directors.
Additional information on
getting to the venue and
parking is available at the
website links below:
GETTING TO THE VENUE:
www.eventcentre.ellerslie.
co.nz/getting-to-ellerslie-
event-centre
FREE ON-SITE PARKING:
www.eventcentre.ellerslie.
co.nz/parking
Pakuranga Hunt Room,
Level Two, Ellerslie Stand
EXPLANATORY NOTES
JENN BESTWICK
INDEPENDENT, NON-
EXECUTIVE CHAIR
MEMBER OF THE AUDIT
AND RISK COMMITTEE
Appointed: May 2022
Jenn’s background is in
strategy and organisational
performance, and she has
previously held a number of
senior management roles and
performed various reviews for
government agencies. Jenn
currently works across sectors
as diverse as science and
Innovation, education, tourism,
engineering, and environment.
She is also the Chair of Tonkin
+ Taylor Group Limited, Chair of
the Tertiary Education
Commission, and holds
directorships for Invercargill
City Holdings Limited and
Antarctica New Zealand. Jenn
has a Bachelor of Laws from
the University of Nottingham,
UK, and is a Member of the
Institute of Directors.
JULIA MAYNE
INDEPENDENT, NON-
EXECUTIVE DIRECTOR
MEMBER OF THE AUDIT
AND RISK COMMITTEE
Appointed: September 2021
Julia is Sydney based and is
currently the Head of
Commercial at Scottish Pacific
Business Finance. Prior to this,
she completed several
consulting, programme
management or Acting CEO
roles focused on business
improvement. From 2001 to
2015, Julia held senior financial
leadership positions across the
Fletcher Building Group,
including the roles of General
Manager Finance – Building
Products division, the CFO of
the Crane Division, and
Divisional Finance Manager –
Stramit Building Products. Julia
is a qualified CPA, has a CPA
MBA from Deakin University, a
Bachelor of Commerce
(Honours) from the University
of NSW and a Bachelor of
Commerce from the University
of Wollongong.
HOW TO CAST YOUR VOTE
The 2022 Annual Meeting Admission Card, Proxy or Postal Voting
Form (the Voting Form) included with this Notice of Meeting
allows you, or your proxy, to vote either for or against, or abstain
from, each of the resolutions. You may cast your vote in one of
two ways:
1. Attend the annual meeting in person or online and vote
You can attend the meeting in person or via the online platform to
exercise your vote.
2. Proxy appointment or Postal vote.
You can complete the enclosed Voting Form and return it in
accordance with the instruction on the Voting Form, so that in
each case, your vote is received by Link Market Services Limited
no later than 10am (NZST) on Sunday 7th August 2022.
Shareholders can elect to lodge their proxy appointment or postal
vote online at vote.linkmarketservices.com/MPG. Shareholders can
either visit the website or use the QR code printed on the
Voting Form.
To vote online you will be required to enter your CSN/Holder
Number FIN (New Zealand Register) or Holder Number and
Postcode (Australian Register). To cast a postal vote or appoint
a proxy, select your preferred voting method and follow the
prompts online.
You may appoint the Chair of the Meeting as your proxy if you
wish. If you select a proxy to vote on your behalf (including the
Chair of the Meeting) and you confer on the proxy a discretion on
the Voting Form, you acknowledge that the proxy may exercise
your right to vote at his or her discretion and may vote as he or
she thinks fit or abstain from voting.
SHAREHOLDER QUESTIONS
Shareholders may submit written questions to be considered at
the Meeting. Prior to the meeting, written questions can be
submitted online at vote.linkmarketservices.com/MPG or by using
the Voting Form.
During the meeting, shareholders participating online can ask
questions by clicking on the ‘Ask a question’ box on the
online portal.
The Company reserves the right not to address any questions
that it is not required to address or, in the Board’s opinion are
not reasonable to address in the context of an annual
shareholders meeting.
WEBCAST
If you are unable to attend the meeting a full replay of the
webcast will be available and can be accessed online at the
Metro Performance Glass Investor Centre:
https://www.metroglass.co.nz/investor-centre/.
ANNUAL REPORT
The Company’s Annual Report for the year ended 31 March 2022
(and previous periods) is available at https://www.metroglass.co.
nz/investor-centre/annual-interim-reports/.
REFRESHMENTS
After the formal part of the Meeting has concluded, the Company
invites you to join members of the Board and Management for
light refreshments.
PROCEDURAL NOTES
Voting entitlements for the Meeting will be determined as at 5pm
(NZST) on Friday 5 August 2022. Registered shareholders at that
time will be the only persons entitled to vote at the Meeting and
only the shares registered in those shareholders’ names at that
time may be voted at the Meeting.
Each resolution will be voted on by way of a poll, in accordance with
NZX Listing Rule 6.1.1. Results of the voting will be available after
the conclusion of the Meeting and will be notified on the
New Zealand and Australian securities exchanges.
METROGLASS.CO.NZ
---
PROXY FORM/ADMISSION CARD
FOR METRO PERFORMANCE GLASS
LIMITED 2022 ANNUAL MEETING
The Annual Shareholders’ Meeting of Metro Performance Glass Limited
(the Company) will be held at Ellerslie Events Centre, Pakuranga Hunt
Room, 80 Ascot Avenue, Remuera, Auckland and online via the Link
Market Services Annual Meeting portal at www.virtualmeeting.co.nz/
mpg22, on Tuesday, 9 August 2022, commencing at 10:00am (NZST).
If you attend online, you will require your Holder number for verification
purposes.
If you propose to attend the Annual Shareholders’ Meeting, please
bring this form to assist with your registration. If you propose NOT to
attend the Annual Shareholders’ Meeting, physically or online, but wish
to vote by postal vote or appoint a proxy, please complete and return
this form to Link Market Services no later than 10:00am on Sunday,
7 August 2022. Alternatively, proxy appointment or postal voting can be
completed online by going to vote.linkmarketservices.com/MPG or by
scanning the QR code above with your smartphone. Any proxy form or
postal vote received after 10:00am Sunday, 7 August 2022 will not be
valid for the Annual Shareholders’ Meeting.
POSTAL VOTE
As a shareholder entitled to vote at the Annual Shareholders’ Meeting,
you are entitled to vote by postal vote. You can cast your postal vote
online or by one of the other methods listed above. If you return your
postal vote without indicating how you wish to vote, or your indication
on how to vote is unclear, on any resolution, you will be deemed to have
abstained from voting on that resolution. If you complete the postal
vote section and also appoint a proxy, then your postal vote will be cast
and your proxy appointment will not be counted, but your proxy may
still attend the meeting on your behalf. If this form is returned duly
signed by a shareholder with voting instructions completed but
without indicating that it is a postal vote or proxy has been appointed,
it will be deemed to be a postal vote.
APPOINTMENT OF PROXY
Any shareholder of Metro Performance Glass Limited entitled to
attend and vote at the Annual Shareholders’ Meeting may appoint a
proxy to attend and vote in the place of that shareholder. A proxy need
not be a shareholder of Metro Performance Glass. The Chair of the
meeting is willing to act as proxy. If you appoint the Chair of the
meeting as proxy, but do not direct the Chair how to vote on a
resolution, then the Chair of the meeting will vote your shares in favour
of that resolution. To appoint the Chair as your proxy, please write
LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/MPG
Scan & email:
meetings@linkmarketservices.co.nz
Deliver:
Link Market Services
Level 30, PwC Tower,
15 Customs Street West,
Auckland 1010
Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
Scan this QR code with your
smartphone and vote online
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com
“Chair of the Meeting” in the space marked “Full Name” on the Postal
Vote/Proxy Form.
Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by
ticking the “For”, “Against” or “Abstain” box in respect of each
resolution OR by ticking the “Proxy Discretion” box in respect of each
resolution. A shareholder can direct the proxy holder in respect of one
or more resolutions and give the proxy holder discretion in respect of
other resolutions. If you tick the “Proxy Discretion” box for a particular
resolution, or if you do not tick any box for a particular resolution, then
the proxy may vote as he/she thinks fit or abstain from voting.
ATTENDING THE MEETING
If you propose to attend the Annual Shareholders’ Meeting please
bring this Proxy Form intact to the meeting, the barcode is required
for registration at the meeting. If you propose to attend the Annual
Meeting online via www.virtualmeeting.co.nz/mpg22, you will require
your shareholder number for verification purposes.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
Where the holding is in one name, the shareholder must sign this
Proxy Form.
Joint Holding
If you are joint holders of shares, either joint shareholder (or their duly
authorised attorney) may sign this Proxy Form.
Power of Attorney
If this proxy form has been signed under a power of attorney, a copy of
the power of attorney (unless already deposited with Link Market
Services Limited) and a signed certificate of non-revocation of the
power of attorney must be returned to Link Market Services Limited.
Corporate Shareholder
If the shareholder is a company, this proxy form must be signed on
behalf of the company by a duly authorised person acting under the
company’s express or implied authority.
Go online to vote.linkmarketservices.com/MPG to vote or turn over
to complete the Postal Vote/Proxy Form.
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We named above, being a shareholder of Metro Performance Glass Limited:
hereby appointof
(Full name)(Full address)
orof
(Full name)(Full address)
as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of Metro Performance Glass Limited to be held at
Ellerslie Events Centre, Pakuranga Hunt Room, 80 Ascot Avenue, Remuera, Auckland and online at www.virtualmeeting.co.nz/mpg22, on
Tuesday, 9 August 2022, commencing at 10:00am.
STEP 2: ITEMS OF BUSINESS – VOTING INSTRUCTIONS
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on
your behalf during a poll and your votes will not be counted in computing the required majority for that item. Proxy discretion is not
applicable when voting by postal vote.
RESOLUTIONS
To consider and, if thought fit pass, the following resolutions: Please indicate with a
ORDINARY RESOLUTIONS:FORAGAINSTABSTAINPROXY
DISCRETION
1. That the Board be authorised to fix the fees and expenses of PwC
as Auditor for the ensuing year.
2. That Jenn Bestwick be elected as a Director of the Company.
3. That Julia Mayne be elected as a Director of the Company.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting, physically or virtually, will have the opportunity to ask questions during the
meeting. If you cannot attend but would like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/
MPG and completing the online validation process or complete the question section below and return to Link Market Services. Questions will
need to be submitted by 10:00am on Sunday, 7 August 2022. The Board will address and answer questions during the meeting.
Question:
STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1Shareholder 2Shareholder 3
or duly authorised officer or attorneyor duly authorised officer or attorneyor duly authorised officer or attorney
Contact Name Contact Daytime Telephone Date
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.
POSTAL VOTE / PROXY FORM
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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